Interim Management Statement

ProVen Growth & Income VCT plc
Interim Management Statement
for the three months ended 30 November 2009

In  accordance with Rule 4.3 of the Disclosure  and Transparency Rules of the UK
Listing Authority, ProVen Growth & Income VCT plc presents an Interim Management
Statement  for the three month period ended 30 November 2009. The statement also
includes  relevant financial information  between the end  of the period and the
date of this statement.

Dividends declared in the period
There  were no dividends paid or declared in the period or in the period from 1
December 2009 to the date of this announcement.

Conversion of Ordinary Shares and 'C' Shares to New Ordinary Shares
On  26 October 2009 the  Company's C  Shares of  5p each converted into Ordinary
Shares  of 1p each.  The Conversion was undertaken based on the conversion ratio
produced by the relative net asset values per share of the Ordinary Shares and C
Shares  as at  31 August 2009, which  was determined  as 1.618728. Each Ordinary
Share  of  1p each  then  consolidated  into approximately 0.617769 New Ordinary
Shares of 1.6187p each.

Following  the conversion and consolidation, holders  of one original C Share of
5p each  now hold  one new  Ordinary Share  of 1.6187p each  and holders  of one
original  Ordinary Share of 1p each now hold approximately 0.617769 new Ordinary
Shares of 1.6187p each.

Performance
Ordinary Shares of 1.6187p ("New Ordinary Shares")

                            30 Nov
                              2009

                             Pence

  Net Asset Value ("NAV")    75.10


As  New Ordinary Shares  were first issued  in October 2009, no comparative NAVs
for New Ordinary Shares have been presented.

'D' Shares

                            30 Nov   31 Aug 2009   31 May
                              2009                   2009

                             Pence         Pence    Pence

  Net Asset Value ("NAV")     93.0          93.4     94.2


Quoted  investments are  valued at  the closing  bid price at 30 November 2009.
Unquoted   investments   are   valued  at  fair  values  established  using  the
International Private Equity and Venture Capital Valuation Guidelines.


Investment portfolio summary at 30 November 2009

New Ordinary Share Portfolio investments by value

                                           Valuation

                                                £'000

  Venture capital investments

  Espresso Group Limited                        2,435

  Fjordnet Limited                              2,124

  Charterhouse Leisure Limited                  1,235

  Donatantonio Limited                            881

  Eagle Rock Entertainment Group Limited          989

  Overtis Group Limited                         1,071

  Lazurite Limited                                969

  Prelude Media Limited                           965

  Chess Technologies Limited                      928

  Path Group Limited                              748



  Other investments                             3,018


                                         --------------
                                               15,363
                                         --------------


  Liquidity funds                               2,500
                                         --------------


  Total                                        17,863


The  'D' Share pool did  not hold any investments  other than cash and liquidity
funds as at 30 November 2009.

Investment additions

Investment additions during the three month period ended 30 November 2009

                              £'000

  Fjordnet Limited              400

  Overtis Group Limited         243
                            ---------
                                643


Investment disposals during the three month period ended 30 November 2009

                  Cost  Market value       Disposal  Gain against         Total
                 £'000  at 1 Sept 09       proceeds          cost realised gain
                               £'000          £'000         £'000         £'000

 Ashford                                                                      -
 Colour Press   68,888        68,888         68,888             -

 Dianomi                                                                      -
 Limited        54,000        54,000         54,000             -
              ------------------------------------------------------------------
               122,888       122,888        122,888             -             -


In  December, Optima Data Intelligence Services Limited went into administration
and  has  been  treated  as  realised.   Other  than  that,  there  have been no
investment  additions  or  disposals  from  1 December  2009 to the date of this
announcement.

Changes to share capital

             Ordinary Shares         'C' Shares     New Ordinary      'D' Shares
                  of 1p each         of 5p each        Shares of      of 1p each
                                                    1.6187p each

                Shares £'000       Shares £'000     Shares £'000    Shares £'000

 As at 1                                                       - 5,299,272    53
 September
 2009        6,789,560    68   19,690,936   984          -

 Shares
 issued                                                        -   226,229     2
 during 3
 months to
 30 Nov
 2009                -     -            -     -          -

 Shares
 bought                                                      (1)         -     -
 back
 during 3
 months to
 30 Nov
 2009          (8,033)     -            -     -   (97,367)

 Shares
 converted                                                   386         -     -
 into New
 Ordinary
 Shares    (6,781,527)  (68) (19,690,936) (319) 23,870,353

 Shares
 converted                                                     -         -     -
 into
 Deferred
 Shares              -     -            - (665)          -
          -----------------------------------------------------------------------
 As at 30                                                    385 5,525,501    55
 November
 2009                -     -            -     - 23,772,986


In the period from 1 December 2009 to the date of this announcement 18,366 New
Ordinary shares were repurchased at a price of 63.5p per share.

Material events
Other than described above, there were no material events during the period from
1 September  2009 to 30 November 2009 or  in the period  from 1 December 2009 to
the date of this announcement.


[HUG#1373966]